Partner
Contact
Neil Pathak
Nirangjan Nagarajah
T +61 3 8656 3332
[email protected]
Melbourne
For personal use only
101 Collins Street Melbourne VIC 3000
Australia
GPO Box 90 Melbourne VIC 3001
T +61 3 8656 3300 F +61 3 8656 3400
www.gtlaw.com.au
4 November 2014
By e-lodgement
The Manager
Company Announcements Office
ASX Limited
Dear Sir / Madam
Aquis Casino Acquisitions Pty Ltd - notice under section 671B of the Corporations Act 2001 (Cth)
On behalf of Aquis Casino Acquisitions Pty Ltd (Aquis), please find attached Form 604 – Notice of change of
interests of substantial holder in relation to Aquis’ takeover bid for Reef Casino Trust.
Yours faithfully
Nirangjan Nagarajah
Lawyer
T +61 3 8656 3332
[email protected]
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
For personal use only
To Company
Name/Scheme
ACN/ARSN
Reef Casino Trust
ARSN 093 156 293
1. Details of substantial holder (1)
Name
Aquis Casino Acquisitions Pty Ltd (ACN 166 108 701), Tony Fung and the entities set out
in Annexure A (collectively, the Aquis Group)
ACN/ARSN (if applicable)
See Annexure A
There was a change in the interests
of the
substantial
holder on
The previous notice was given to the
company
The
previous
on notice was dated
Between 15 October 2014 and 3
November
16
October2014
2014
16 October 2014
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a
relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of securities (4)
Ordinary units
Previous notice
Person’s votes
Voting power (5)
40,494,510
81.31%
Present notice
Person’s votes Voting power
41,073,307
(5)
82.47%
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in
voting securities
scheme,
since the
of substantial
the company
holder
or was last required to give a substantial holding notice to the company or scheme are
as follows:
Person
Class and
Consideration
Date of
whose
number of Person’s
Nature of change (6)
given in relation
change
relevant
securities votes affected
to change (7)
interest
affected
Betwee
Aquis
Casino
Acquisition of relevant
$4.354 per
578,797
578,797
changed
n 15
Acquisitions
interest in Reef Casino
ordinary unit,
ordinary
October Pty Ltd, Mr
Trust units arising upon
subject to the
units
2014
Tony Fung and
acceptances of offers
terms of the
and 3
each other
dated 24 March 2014 for
Offer.
Novemb member of the
Reef Casino Trust units
er 2014 Aquis Group
contained in Aquis
Casino Acquisitions Pty
Ltd’s Bidder’s Statement
dated 21 March 2014
(Offers).
4. Present relevant interests
For personal use only
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder
Registered
Person
Nature of
Class and
of
holder of
entitled
relevant
number of Person’s votes
relevan
securities
to be
interest (6)
securities
t
registered
Aquis
Reef Casino
Aquis Casino
Relevant interest
41,073,307
41,073,307
interest Trust
as holder (8) under sections
Casino
Acquisitions
ordinary units
Acquisitio unitholders
Pty Ltd
608(1)(c) and
ns Pty
who have
subject to the
608(8) of the
Ltd, Mr
accepted the
terms of the
Corporations Act
Tony
Offers
Offers
2001 pursuant to
Fung and
the acceptances of
each
the Offers. The
other
units which are the
member
subject of the
of the
acceptances of the
Aquis
Offers have not yet
Group
been transferred
into the name of
Aquis Casino
5. Changes in association
Acquisitions Pty
The persons who have become associates (2) or, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
Ltd
relation to voting interests in the company or scheme are as follows:
Not applicable
6. Addresses
The addresses of persons named in this form are as follows:
Name
Aquis Casino Acquisitions Pty Ltd and
each member of the Aquis Group
Address
120 Spence Street, Cairns, Queensland 4870
Signature
(1)
print name Nirangjan Nagarajah
capacity
Authorised
signatory
sign here
Date
4 November 2014
DIRECTIONS
(2)
If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its
related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to
the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout
the form as a specifically named group if the membership of each group, with the names and addresses of
members
is clearlyofset
out in paragraph
6 of
thethe
form.
See
the definition
"associate"
in section
9 of
Corporations Act 2001.
(3)
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)
The voting shares of a company constitute one class unless divided into separate classes.
(5)
The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)
Include details of:
(a)
any relevant agreement or other circumstances because of which the change in relevant interest occurred.
If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and
a statement by the person giving full and accurate details of any contract, scheme or arrangement, must
accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b)
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of,
the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the
particular
securities
to which
the qualification
See the
definition
of "relevant
agreement"
in sectionapplies).
9 of the Corporations Act 2001.
For personal use only
(7)
(8)
(9)
Details of the consideration must include any and all benefits, money and other, that any person from whom a
relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must
be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on
any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are
If
the
substantial
holder
is unable
towhom
determine
the identity
of the
person
(eg. if the relevant interest arises because
not
paid
directly to
the person
from
the relevant
interest
was
acquired.
of an option) write “unknown’”.
Give details, if appropriate, of the present association and any change in that association since the last substantial
holding notice.
Annexure A
For personal use only
This is Annexure A of 1 page (including this page) referred to in the Form 604 – Notice of change of
interests of substantial holder.
Related Body Corporate
ACN
Aquis Reef Holdings (Aus) Pty Ltd
167 933
093
167 934
572
167 934
581
167 935
506
167 934
992
N/A
Aquis Reef Operator Holding Pty Ltd
Aquis Reef RE Holdings Pty Ltd
Aquis Canberra Pty Ltd
Aquis Canberra Holdings (Aus) Pty Ltd
Reef-Canberra Management Company
Limited
Reef-Canberra Management Holdings
Limited
Reef Holdings (II) Limited
Reef Holdings Limited
TF Canberra Holdings Limited
TF Canberra Holdings (II) Limited
Reef-Canberra Holdings (II) Limited
Reef-Canberra Holdings Limited
TF Reef-Canberra Holdings Limited
Place of
Incorporation
Australia
Australia
Australia
Australia
Australia
Hong Kong
N/A
British Virgin Islands
N/A
N/A
N/A
N/A
N/A
N/A
N/A
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands
British Virgin Islands